GENERAL TERMS LICENSE GRANT. By accepting the registration, Encounters grants to Licensee a nonexclusive license to install and use the Program(s) as provided by the installation procedure. The licensed Program is, and shall at all times remain, the property of the copyright holders and/or its licensors, and Licensee shall have no right, title, or interest therein, except as expressly set forth in this Agreement. INSTALLATION AND USE. By accepting the terms and conditions of the Agreement, Licensee accepts the applicable rights and agrees to be bound by the applicable obligations and restrictions of the License Option purchased earlier. LICENSE OPTIONS * Individual License. The Program may be installed and operated on a single designated computer. * Group License. The Program may be installed and operated on a designated number of computers (up to the number of Group Copies purchased). Licensee shall accurately administer, count, and control the number of copies of each licensed Program installed. * Concurrent License. The Program may be installed on a single network server, and, where appropriate, portions of the Program on individual computers to accelerate startup times, so long as the installations on the individual computers are controlled by the license manager on the single network server. Licensee may have as many sessions of a Program in use at any given time as the number of Concurrent Copies purchased. * Classroom License. Program licensed to degree-granting educational institutions at Encounters Classroom License discount are restricted to use in connection with on- campus computing facilities that are used solely in support of classroom instruction of students. The right to use the Program for any other purposes, including commercial purposes, is expressly prohibited. * Student License (Student versions of the Program or any Program licensed at a student discount). Student Licenses are restricted to use on the student's own computer. Student Licenses are further restricted to use in connection with courses offered by degree-granting institutions, either by students working toward a degree, or by continuing education students. The right to use the Program for any other purposes, including commercial purposes, is expressly prohibited. Notwithstanding anything to the contrary contained in this Agreement, Student Licenses are nontransferable. Maintenance and Support are not provided with the Student License. INSTALLATION AND RIGHTS The Program may be installed on a backup computer (while the designated computer is disabled) or on a replacement computer. Replacements include both permanent and temporary use at the same or different site. Temporary use at a different site may include installation for use at home by Licensee's employees, provided Licensee permits such home use and Licensee otherwise complies with the terms of this Agreement and causes its employees to so comply, including full compliance with all applicable laws and regulations relating to import and export of technical data and computer software. Licensee may not sell, license, sublicense, rent, or make the Program available for use by any Third Parties. Licensee shall not provide access to the Program via a Web application without procuring specific rights to do so. Licensees of the Concurrent License option are prohibited from providing Program access to users located outside the country in which the license manager server is installed. Licensee shall not provide multi-user access to the Program by calling the Program as a server from other program without procuring specific rights to do so. Licensee may make backup copies of the Program as necessary to support the use of the Program in accordance with this Agreement. Licensee may not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Program. All copies of Program shall contain all copyright and proprietary notices as in the original. Licensee shall not attempt to access or use Program that Licensee is not currently licensed to use. Special conditions by geographical area EUROPEAN UNION: Except as expressly provided by this Agreement, Licensee may not alter or modify the Program without the consent of the copyright holders. In particular, Licensee may not alter, adapt, translate, or convert 'M-files' or 'P-code' contained in the Program in order to use those files with any products other than products of The MathWorks, nor may the Licensee incorporate or use 'M-files', 'P-code' or any other part of the Program in or as part of another computer program. All copies of the Program and Documentation, whether made by Licensee or otherwise, shall be subject to the terms of this Agreement. Licensee shall take appropriate action by instruction, agreement, or otherwise with any persons permitted access to the Program, so as to enable Licensee to satisfy its obligations under the terms of this Agreement. FEDERAL ACQUISITION: This provision applies to all acquisitions of the Program and Documentation by or for the federal government of the United States. By accepting delivery of the Program, the government hereby agrees that this software qualifies as 'commercial' computer software within the meaning of FAR Part 12.212, DFARS Part 227.7202-1, DFARS Part 227.7202-3, DFARS Part 252.227-7013, and DFARS Part 252.227-7014. The terms and conditions of this Agreement shall pertain to the government's use and disclosure of the Program and Documentation, and shall supersede any conflicting contractual terms or conditions. If this license fails to meet the government's minimum needs or is inconsistent in any respect with federal procurement law, the government agrees to return the Program and Documentation, unused, to Encounters Conditions LIMITED WARRANTY/LIMITATION OF REMEDIES. Encounters warrants that Encounters, or its licensors has the right to grant the license rights hereunder. Encounters warrants that the downloadable file on the server will be free of errors, or it will be replaced by Encounters upon notification from the Licensee. Encounters further warrants, for a period of one (1) year from delivery, that each copy of each Program will conform in all material respects to the description of such Program's operation. In the event that the Program does not operate as warranted, Licensee's exclusive remedy and Encounters sole liability under this warranty shall be a) the correction or workaround by Encounters of major defects within a reasonable time, or b) should such correction or workaround prove neither satisfactory nor practical, termination of the relevant license and refund of the purchase fee paid to Encounters for the Program. All requests for warranty assistance should be directed to Encounters, Mgr. Lambrechtstraat 92, 9700 Oudenaarde BELGIUM, EXCEPT AS EXPRESSLY PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE QUALITY, OR FITNESS FOR PURPOSE) ARE EXCLUDED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. LICENSEE ACCEPTS RESPONSIBILITY FOR ITS USE OF THE PROGRAM AND THE RESULTS OBTAINED THEREFROM. LIMITATION OF LIABILITY. THE PROGRAM SHOULD NOT BE RELIED ON AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION COULD RESULT IN INJURY TO PERSON OR PROPERTY. IF A PROGRAM IS EMPLOYED IN SUCH A MANNER, IT IS AT THE LICENSEE'S OWN RISK AND Encounters EXPLICITLY DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW. Encounters'S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE OR FOR ANY OTHER MATTER IN RELATION TO WHICH LIABILITY BY LAW CANNOT BE EXCLUDED OR LIMITED SHALL NOT BE EXCLUDED OR LIMITED. EXCEPT AS AFORESAID, (A) ANY OTHER LIABILITY OF Encounters (WHETHER IN RELATION TO BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT IN TOTAL EXCEED THE AMOUNT PAID TO Encounters UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM IN QUESTION, FOR THE PROGRAM WITH RESPECT TO WHICH THE LIABILITY IN QUESTION ARISES, AS INSTALLED ON THE DESIGNATED COMPUTER(S) OR DESIGNATED SERVER(S) FOR WHICH USE OF THE PROGRAM IS LICENSED HEREUNDER; AND (B) Encounters SHALL HAVE NO LIABILITY FOR ANY INDIRECT OR CONSEQUENTIAL LOSS (WHETHER FORESEEABLE OR OTHERWISE AND INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, AND LOSS OF USE OF ANY COMPUTER HARDWARE OR SOFTWARE). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO LICENSEE. MAINTENANCE AND SUPPORT. If the Licensee is registered, Encounters shall, through the developers: deliver subsequent releases of the Program that are not charged for separately; exert reasonable efforts to both (a) provide, within a reasonable time, workarounds for any material programming errors in the current release of the Program that are directly attributable to the developers, and (b) correct such errors in the next available release, provided Licensee provides the developers with sufficient information to identify the problems. During this same term, Licensee shall also be entitled to receive technical support by telephone, fax or electronic mail regarding the installation and/or use of the Licensed Program and their interaction with hardware, operating environments, and other software products. Encounters reserves the option to discontinue, in whole or in part, offering maintenance and support. In such a case, Licensees registered no earlier than 6 months before discontinuing maintenance and support, may request refund of the purchase price. TERM. This Agreement shall continue until the earlier of (a) termination by Encounters or Licensee as provided below, or (b) such time as there are no Program being licensed to Licensee hereunder. For Student Licenses: The Student License term extends only for the duration of Licensee's enrollment in a degree-granting institution or participation in a continuing education program of a degree-granting institution. ACCEPTANCE PERIOD. Licensee may receive a full refund if within thirty (30) days from the date of delivery (the ‘acceptance period’) licensee does not accept the terms and conditions of this license and the applicable addendum, or if licensee terminates this license for any reason, within the acceptance period. DOCUMENTATION. The user guides and instructional material, if any, accompanying delivery of a Program as may be updated from time to time. Documentation may be delivered in hard copy and/or electronic format. TERMINATION. Encounters may terminate this license grant, by written notice to Licensee if Licensee breaches any material term of this license, including failure to pay any purchase price due, and Licensee has not cured such breach within sixty (60) days of written notification. Licensee may terminate this license at any time, for any reason. Licensee shall not be entitled to any refund if this license is terminated, except for purchase prices paid for any Program for which the Acceptance Period has not expired at the time of termination. Upon termination, Licensee shall promptly return all but archival copies of the Program and Documentation in Licensee's possession or control, or promptly provide written certification of their destruction. TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificate(s), Licensee shall pay all taxes, duties, or customs, except for taxes based on Encounters net income. ASSIGNMENT. This license is nontransferable to a Third Party without Encounters consent, which shall not be unreasonably withheld. This license may be transferred to an Affiliate provided that Encounters is notified in writing of the transfer and the Affiliate accepts these same terms and conditions. GENERAL. To the extent any law, treaty, or regulation is in conflict with this Agreement, the conflicting terms of this Agreement shall be superseded only to the extent necessary by such law, treaty, or regulation. If any provision of this Agreement shall be otherwise unlawful, void, or otherwise unenforceable, that provision shall be enforced to the maximum extent permissible. In either case, the remainder of this Agreement shall not be affected. The parties agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. This Agreement contains the entire understanding of the parties and may not be modified or amended except by written instrument, executed by authorized representatives of Encounters and Licensee.